oec-20260331

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-36563

ORION S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

98-1007234

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1700 City Plaza Drive, Suite 300

Spring

Texas

77389

(Address of Principal Executive Offices)

(Zip Code)

(281) 318-2959

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	OEC	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The registrant had 56,388,649 shares of common stock outstanding as of May 1, 2026.

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Orion S.A.

TABLE OF CONTENTS


PART I - Financial Information						1
Item 1. Financial Statements and Supplementary Data (Unaudited)						1
Condensed Consolidated Statements of Operations						1
Condensed Consolidated Statements of Comprehensive Income						2
Condensed Consolidated Balance Sheets						3
Condensed Consolidated Statements of Cash Flows						4
Condensed Consolidated Statements of Changes in Stockholders’ Equity						5
Notes to the Condensed Consolidated Financial Statements (Unaudited)						6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						15
Item 3. Quantitative and Qualitative Disclosures About Market Risk						24
Item 4. Controls and Procedures						24

PART II - Other Information						24
Item 1. Legal Proceedings						24
Item 1A. Risk Factors						24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						27
Item 3. Defaults Upon Senior Securities						27
Item 4. Mine Safety Disclosures						27
Item 5. Other						27
Item 6. Exhibits						27
Signatures						28

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Orion S.A.

PART I - Financial Information

Item 1. Financial Statements and Supplementary Data (Unaudited)

Condensed Consolidated Statements of Operations


	Three Months Ended March 31,
	2026		2025
	(In millions, except share and per share data)
Net sales	$	459.5	$	477.7
Cost of sales	380.3		379.6
Gross profit	79.2		98.1

Selling, general and administrative expenses	59.1		58.4
Research and development costs	7.3		6.6


Other expenses, net	1.4		1.9


Income from operations	11.4		31.2

Interest and other financial expense, net	14.7		13.7

Income (loss) before earnings in affiliated companies and income taxes	(3.3)		17.5

Income tax expense	6.7		8.9
Earnings in affiliated companies, net of tax	0.1		0.5
Net income (loss)	$	(9.9)	$	9.1

Weighted-average shares outstanding (in thousands):
Basic	56,375		57,058
Diluted	56,375		57,200
Earnings (loss) per share:
Basic	$	(0.18)	$	0.16
Diluted	$	(0.18)	$	0.16

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A.

Condensed Consolidated Statements of Comprehensive Income


	Three Months Ended March 31,
	2026		2025
	(In millions)
Net income (loss)	$	(9.9)	$	9.1
Other comprehensive income, net of tax
Foreign currency translation adjustments	3.6		2.6


Net gains (losses) on derivatives	1.7		(1.5)
Defined benefit plans, net	(0.1)		(0.1)
Other comprehensive income	5.2		1.0
Comprehensive income (loss)	$	(4.7)	$	10.1

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A.

Condensed Consolidated Balance Sheets


	March 31, 2026		December 31, 2025
	(In millions, except share data)
ASSETS
Current assets
Cash and cash equivalents	$	50.5	$	60.7
Accounts receivable, net	270.5		213.6

Inventories, net	251.0		277.3
Income tax receivables	17.3		25.3
Prepaid expenses and other current assets	72.2		66.9
Total current assets	661.5		643.8
Property, plant and equipment, net	1,062.1		1,069.6
Right-of-use assets	124.7		125.8

Intangible assets, net	11.9		14.2
Investment in equity method affiliates	13.6		13.1
Deferred income tax assets	28.3		20.5

Other assets	28.6		20.6
Total non-current assets	1,269.2		1,263.8
Total assets	$	1,930.7	$	1,907.6

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	168.0	$	197.0
Current portion of long-term debt and other financial liabilities	351.2		305.0

Accrued liabilities	63.2		50.1
Income taxes payable	12.7		20.2
Other current liabilities	64.6		54.1
Total current liabilities	659.7		626.4
Long-term debt, net	662.5		674.5
Employee benefit plan obligation	57.4		58.4
Deferred income tax liabilities	38.4		28.0
Other liabilities	133.2		135.7
Total non-current liabilities	891.5		896.6
Commitments and contingencies
Stockholders' equity
Common stock
Authorized: 65,992,259 and 65,992,259 shares with no par value
Issued – 60,992,259 and 60,992,259 shares with no par value
Outstanding – 56,388,649 and 56,154,794 shares	85.3		85.3
Treasury stock, at cost, 4,603,610 and 4,837,465	(80.6)		(90.8)
Additional paid-in capital	70.8		80.2
Retained earnings	371.1		382.2
Accumulated other comprehensive loss	(67.1)		(72.3)
Total stockholders' equity	379.5		384.6
Total liabilities and stockholders' equity	$	1,930.7	$	1,907.6

382.2-9.9-1.2

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A.

Condensed Consolidated Statements of Cash Flows


	Three Months Ended March 31,
	2026		2025
	(In millions)
Cash flows from operating activities:
Net income (loss)	$	(9.9)	$	9.1
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets	32.7		31.5

Amortization of debt issuance costs	1.2		0.4
Share-based compensation	1.4		2.7
Deferred taxes	2.2		(5.4)

Foreign currency transactions	2.4		(2.0)



Changes in operating assets and liabilities, net:
Trade receivables	(60.2)		(56.7)
Inventories	21.9		1.2
Trade payables	(15.2)		17.2
Other provisions	14.4		(5.2)
Income tax liabilities	(2.1)		3.6
Other assets and liabilities, net	(1.2)		4.0
Net cash provided by (used in) operating activities	(12.4)		0.4
Cash flows from investing activities:
Acquisition of property, plant and equipment	(36.1)		(29.2)


Net cash used in investing activities	(36.1)		(29.2)
Cash flows from financing activities:

Repayments of long-term debt	(7.6)		(0.8)
Payments for debt issue costs	(4.7)		—
Cash inflows related to current financial liabilities	76.1		56.2
Cash outflows related to current financial liabilities	(22.2)		(12.6)
Dividends paid	(1.2)		(1.2)
Repurchase of Common stock	(0.8)		(19.8)


Net cash provided by financing activities	39.6		21.8
Decrease in cash, cash equivalents and restricted cash	(8.9)		(7.0)
Cash, cash equivalents and restricted cash at the beginning of the period	61.2		44.6
Effect of exchange rate changes on cash	(0.3)		1.4
Cash, cash equivalents and restricted cash at the end of the period	52.0		39.0
Less restricted cash at the end of the period	1.5		1.5
Cash and cash equivalents at the end of the period	$	50.5	$	37.5

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A.

Condensed Consolidated Statements of Changes in Stockholders’ Equity


			Common stock			Treasury shares		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Total
(In millions, except share and per share amounts)			Number	Amount
Balance at January 1, 2026			56,154,794	$	85.3	$	(90.8)	$	80.2	$	382.2	$	(72.3)	$	384.6
Net income			—	—		—		—		(9.9)		—		(9.9)
Other comprehensive income, net of tax			—	—		—		—		—		5.2		5.2
Dividends	$0.02	per share	—	—		—		—		(1.2)		—		(1.2)
Repurchases of Common stock			(158,955)	—		(0.8)		—		—		—		(0.8)
Stock based compensation			—	—		—		1.4		—		—		1.4
Issuance of stock under equity compensation plans			392,810	—		11.0		(10.8)		—		—		0.2
Balance at March 31, 2026			56,388,649	$	85.3	$	(80.6)	$	70.8	$	371.1	$	(67.1)	$	379.5




Balance at January 1, 2025			57,242,372	$	85.3	$	(82.2)	$	84.7	$	457.0	$	(69.9)	$	474.9
Net income			—	—		—		—		9.1		—		9.1
Other comprehensive income, net of tax			—	—		—		—		—		1.0		1.0
Dividends	$0.02	per share	—	—		—		—		(1.2)		—		(1.2)
Repurchases of Common stock			(1,358,316)	—		(19.8)		—		—		—		(19.8)
Stock based compensation			—	—		—		2.7		—		—		2.7
Issuance of stock under equity compensation plans			575,310	—		14.3		(14.9)		—		—		(0.6)
Balance at March 31, 2025			56,459,366	$	85.3	$	(87.7)	$	72.5	$	464.9	$	(68.9)	$	466.1

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A

Notes to the Condensed Consolidated Financial Statement (Unaudited)


Table of Contents—Notes
Note A.	Organization, Description of the Business and Summary of Significant Accounting Policies	7
Note B.	Accounts Receivable	8
Note C.	Inventories	8

Note D.	Debt and Other Obligations	8
Note E.	Financial Instruments and Fair Value Measurement	10

Note F.	Accumulated Other Comprehensive Income (Loss)	11
Note G.	Earnings Per Share	12
Note H.	Income Taxes	12
Note I.	Commitments and Contingencies	12
Note J.	Financial Information by Segment	13

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Note A. Organization, Description of the Business and Summary of Significant Accounting Policies

Orion S.A.’s unaudited Condensed Consolidated Financial Statements include Orion S.A. and its subsidiaries (“Orion” or the “Company”). The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of our results for the interim periods presented. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. Results for interim periods are not necessarily indicative of results to be expected for the full year.

Summary of Significant Accounting Policies—Accounting Standards Adopted

Interim Reporting—In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU creates a comprehensive list of interim disclosures required under U.S. GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The ASU may be applied prospectively or retrospectively.

On January 1, 2026, we adopted this ASU. The adoption of this ASU did not materially impact our Condensed Consolidated Financial Statements.

Summary of Significant Accounting Policies—Accounting Standards Not Yet Adopted

Government Grants—In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832), Accounting for Government Grants Received by Business Entities. This ASU adds guidance to the existing Accounting Standards Codification (“ASC”) 832, Government Assistance, on the recognition, measurement and presentation of a government grant received by a business entity. This guidance leverages the principles in the accounting framework for government assistance in International Financial Reporting Standards (“IFRS’), specifically IAS 20, Accounting for Government Grants and Disclosure of Government Assistance; makes certain targeted improvements; and modifies certain existing disclosure requirements in ASC 832. The guidance is effective for annual reporting periods beginning after December 15, 2028 and interim periods within those annual reporting periods. Early adoption is permitted.

We are currently assessing the impact of adoption of this new ASU. However, we believe the adoption of this ASU will not materially impact our Consolidated Financial Statements.

Intangible Assets—In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming.

Under the new standard, entities will start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating whether it is probable the project will be completed, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software.

The new guidance will be effective for all entities for annual periods beginning after December 15, 2027. The guidance can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis.

We are currently assessing the impact of adopting the new guidance in our Consolidated Financial Statements.

Consolidated Statements of Operations—In November 2024, the FASB issued Accounting Standards Update No. 2024-03, and in January 2025, ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”) and Clarifying the Effective Date (“ASU 2024-01”), respectively. These ASUs require public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items.

These ASUs do not change the expense captions an entity presents in the face of its Consolidated Statements of Operations. Rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the Consolidated Financial Statements.

These ASUs are effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

We believe the adoption of these ASUs will not materially impact our Consolidated Financial Statements, however, will require additional disclosures in the footnotes to the Consolidated Financial Statements.

Note B. Accounts Receivable

Accounts receivable, net of allowance for credit losses, are as follows:


	March 31, 2026		December 31, 2025
	(In millions)
Accounts receivable	$	271.7	$	215.0
Expected credit losses	(1.2)		(1.4)
Accounts receivable, net	$	270.5	$	213.6

Accounts Receivable Factoring Facilities―For the three months ended March 31, 2026 and 2025 the gross amount of receivables sold were $96.0 million and $102.5 million, respectively.

For the three months ended March 31, 2026 and 2025 the loss on receivables sold was approximately $0.9 million and $1.2 million, respectively.

In the Condensed Consolidated Statements of Operations, the loss on receivables sold is reflected in Other expenses, net.

Note C. Inventories

Inventories, net of reserves, are as follows:


	March 31, 2026		December 31, 2025
	(In millions)
Raw materials, consumables and supplies, net	$	106.8	$	108.9

Finished goods, net	144.2		168.4
Inventories, net	$	251.0	$	277.3

Note D. Debt and Other Obligations

Debt and other obligations are as follows:


	March 31, 2026		December 31, 2025
	(In millions)
Current
Current portion of Term-Loan	$	0.8	$	3.0
Deferred debt issuance costs - Term-Loan	(0.8)		(0.9)
Current portion of China Term-Loan	13.3		13.1
Other short-term debt and obligations	337.9		289.8
Current portion of long-term debt and other financial liabilities	351.2		305.0
Non-current
Term-Loan	624.0		636.7
Deferred debt issuance costs - Term-Loan	(1.3)		(1.5)

China Term-Loan	39.8		39.3

Long-term debt, net	662.5		674.5
Total	$	1,013.7	$	979.5

SEC Form 10-Q filed by Orion S.A.